$189,690,000 NEW CASTLE COUNTY, DELAWARE General Obligation Bonds, Series 2015

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1 New Issue RATINGS: Fitch AAA Moody s Aaa S&P AAA See RATINGS herein. In the opinion of McCarter & English, LLP, Bond Counsel to the County, assuming compliance by the County with certain tax covenants described herein, under existing law, interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the Code,) and interest on the Bonds is not an item of tax preference under Section 57 of the Code for purposes of computing alternative minimum tax. In the case of certain corporate holders of the Bonds, interest on the Bonds will be included in the calculation of the alternative minimum tax as a result of the inclusion of interest on the Bonds in adjusted current earnings of certain corporations. Under existing law, interest on the Bonds is exempt from personal and corporate income taxes imposed by the State of Delaware. See TAX MATTERS herein. $189,690,000 NEW CASTLE COUNTY, DELAWARE General Obligation Bonds, Series 2015 Dated: Date of Issuance Due: October 1, as shown on the inside front cover The $189,690,000 General Obligation Bonds, Series 2015 (the Bonds ) will be issued by New Castle County, Delaware (the County ). The Bonds are general obligations of the County, and the full faith and credit of the County is pledged for the payment of principal of and interest on the Bonds. Interest on the Bonds is payable semiannually on April 1 and October 1 of each year, commencing October 1, The Bonds maturing on or after October 1, 2026 are subject to redemption prior to maturity in whole or in part, at the option of the County, in any order of maturity selected by the County, on any date on or after October 1, 2025, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest as more fully described in THE BONDS Optional Redemption herein. The Bonds are subject to mandatory redemption prior to maturity as more fully described in THE BONDS Mandatory Redemption herein. The Bonds will be issued in book-entry form as fully registered bonds in denominations of $5,000 or integral multiples thereof. The investor will not receive physical delivery of Bond certificates. Principal and interest payments on the Bonds will be paid to The Depository Trust Company or its nominee ( DTC ), as record owner of the Bonds which will remit such payments to the DTC participants, which will in turn remit such payments to the beneficial owners of the Bonds. (See BOOK-ENTRY-ONLY SYSTEM herein.). The Bonds are offered when, as and if issued, and subject to the approving legal opinion of McCarter & English, LLP, Wilmington, Delaware, Bond Counsel to the County, and certain other conditions. Certain legal matters will be passed upon for the Underwriters of the Bonds by its counsel, Ballard Spahr LLP, Wilmington, Delaware. It is expected that the Bonds will be available through the facilities of The Depository Trust Company for delivery in New York, New York, on or about February 12, Dated: January 29, 2015 BofA Merrill Lynch J.P. Morgan M&T Securities, Inc.

2 MATURITIES, AMOUNTS, RATES, YIELDS, PRICES & CUSIP NUMBERS $189,690,000 GENERAL OBLIGATION BONDS, SERIES 2015 $151,480,000 Serial Bonds Maturity (October 1) CUSIP Number (1) (64327T) Principal Amount ($) Interest Rate (%) Yield (%) Price ($) ,755, DF ,090, DG ,720, DZ ,175, DH ,645, EA ,135, DJ ,655, DK ,195, DL ,780, DM ,390, DN ,750, DP ,030, DQ ,795, DR ,030, DS ,280, DT ,565, DU ,900, DV ,260, DW ,330, EB0 $38,210,000 Term Bonds $11,820, % Term Bonds due October 1, 2038 Price Yield 2.550% CUSIP 64327TEC8 $11,555, % Term Bonds due October 1, 2040 Price Yield 2.590% CUSIP 64327TDX3 $14,835, % Term Bonds due October 1, 2045 Price Yield 2.640% CUSIP 64327TDY1 (1) Price and Yield calculated to first optional redemption date of October 1, Copyright 2012, American Bankers Association. CUSIP data herein is provided by Standard & Poor s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. Neither the County nor the Underwriters take any responsibility for the accuracy of such CUSIP numbers. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity.

3 New Castle County, Delaware COUNTY OFFICIALS County Executive Thomas P. Gordon County Council Christopher Bullock Council President Joseph M. Reda First District Robert S. Weiner Second District Janet Kilpatrick Third District Penrose Hollins Fourth District Lisa Diller Fifth District William E. Powers Sixth District George Smiley Seventh District John J. Cartier Eighth District Timothy P. Sheldon Ninth District Jea P. Street Tenth District David L. Tackett Eleventh District J. William Bell Twelfth District Chief Administrative Officer David A. Grimaldi Deputy Chief Administrative Officer Samuel L. Guy Chief of Staff James D. McDonald Chief Financial Officer Michael L. Coupe COUNTY ADVISORS Bond Counsel McCarter & English, LLP Wilmington, Delaware Financial Advisor Public Financial Management, Inc. Philadelphia, Pennsylvania Independent Auditor CliftonLarsonAllen LLP Timonium, Maryland

4 No dealer, broker, salesperson or other person has been authorized by New Castle County, Delaware (the County ) or by the Underwriters to give any information or to make any representation in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied on as having been authorized by the County or by the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the matters described herein since the date thereof. Only the statements and information contained herein should be considered in making an investment decision with respect to the Bonds. This Official Statement is distributed in connection with the sale of the Bonds and may not be reproduced or used, in whole or in part, for any other purpose. All estimates and assumptions herein have been made on the best information available and are believed to be reliable, but no representations whatsoever are made that such estimates or assumptions are correct or will be realized. So far as any statements herein involve matters of opinion, whether or not expressly so stated, they are intended merely as such and not as representations of fact. Neither the Official Statement nor any statement which may have been made orally or in writing is to be construed as a contract with the holders of the Bonds. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE, MATERIALITY OR IMPORTANCE, AND THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES, MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. The Underwriters of the Bonds have provided the following sentence for inclusion in this Official Statement: The Underwriters of the Bonds have reviewed the information in this Official Statement in accordance with and as part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters of the Bonds do not guarantee the accuracy, completeness or fairness of such information. If and when included in this Official Statement, the words expects, forecasts, projects, intends, anticipates, estimates, assumes and analogous expressions are intended to identify forward-looking statements and any such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those that have been projected. Such forward-looking statements speak only as of the date of this Official Statement. The County disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any changes in the County s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All quotations from and summaries and explanations of provisions of laws and documents described herein do not purport to be complete and reference is made to said laws and documents for full and complete statements of their provisions. Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, or under any state securities laws in reliance upon exemptions contained in such Act or under such state securities laws. The Bonds will not be listed on any stock or other securities exchange. Any registration or qualification of the Bonds in accordance with applicable provisions of securities laws of the states in which the Bonds may be registered or qualified and the exemption from registration or qualification in other states cannot be regarded as a recommendation thereof. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity or agency, except the County, will have passed upon the accuracy, completeness or adequacy of this Official Statement or approved the Bonds for sale. Any representation to the contrary may be a criminal offense.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 AUTHORIZATION AND PURPOSE OF THE BONDS... 1 General... 1 Capital Projects... 1 Plan of Refunding... 1 THE BONDS... 2 General Description... 2 Optional Redemption... 2 Mandatory Sinking Fund Redemption... 2 Notice of Redemption... 3 Transfer of Beneficial Interest in Bonds... 3 SECURITY FOR THE BONDS... 3 BOOK-ENTRY-ONLY SYSTEM... 3 ESTIMATED SOURCES AND USES OF FUNDS... 5 THE COUNTY... 5 General... 5 Government... 5 County Departments and Services... 6 DEBT SERVICE SCHEDULE FOR THE BONDS... 7 TAX MATTERS... 7 Exclusion of Interest on the Bonds From Gross Income for Federal Tax Purposes... 7 Bond Premium... 8 Additional Federal Income Tax Consequences... 8 Audit Risks... 8 Changes in Federal Tax Law... 8 State Taxation... 9 LITIGATION... 9 LEGAL MATTERS... 9 RATINGS... 9 FINANCIAL STATEMENTS FINANCIAL ADVISOR UNDERWRITING CONTINUING DISCLOSURE UNDERTAKING VERIFICATION AGENT MISCELLANEOUS APPENDIX A FINANCIAL AND STATISTICAL DATA PERTAINING TO NEW CASTLE COUNTY, DELAWARE... A-1 INTRODUCTION... A-1 OTHER GOVERNMENTAL ENTITIES... A-1 COUNTY FINANCIAL MANAGEMENT AND FINANCIAL INFORMATION... A-1 Office of Finance... A-1 Financial Reporting... A-1 Budget Process... A-2 Operating Budget... A-2 Capital Budget and Capital Improvement Program... A-3 Budgetary Control... A-3 i

6 Cash Management... A-3 RESULTS OF FINANCIAL PERFORMANCE... A-4 Financial Position... A-4 General Governmental Revenues and Expenditures... A-7 Budgetary Reserve and Tax Stabilization... A-8 Capital Projects Funds... A-9 Sewer Facilities Fund... A-9 OPERATING BUDGET FOR FISCAL YEAR A-12 CAPITAL BUDGET AND CAPITAL IMPROVEMENT PROGRAM... A-13 REVENUE SOURCES OF THE COUNTY... A-13 General... A-13 Local Tax Revenues... A-13 Property Tax Assessments, Rates and Levies... A-15 Taxpayers... A-17 Property Tax Exemption and Abatement Policy... A-17 Real Estate Transfer Tax... A-18 Revenues... A-19 EXPENDITURES OF THE COUNTY... A-19 County Employment... A-19 Union Representation... A-20 County Pension Program... A-21 Other Post Employment Benefits... A-27 DEBT OF THE COUNTY... A-27 Legal Debt Margin... A-27 Overlapping Debt... A-28 Net Debt History... A-29 Outstanding Debt Service... A-30 APPENDIX B DEMOGRAPHIC DATA PERTAINING TO NEW CASTLE COUNTY, DELAWARE... B-1 Introduction and Overview... B-1 Population and Income... B-3 Economy... B-4 Transportation... B-6 Higher Education... B-7 APPENDIX C FORM OF CONTINUING DISCLOSURE AGREEMENT... C-1 APPENDIX D FORM OF LEGAL OPINION... D-1 ii

7 $189,690,000 NEW CASTLE COUNTY, DELAWARE General Obligation Bonds, Series 2015 INTRODUCTION This Official Statement, which includes the cover page and appendices hereto, has been prepared by New Castle County (the County ) in the State of Delaware (the State ) in connection with the issuance of its $189,690,000 General Obligation Bonds, Series 2015 (the Bonds ). General AUTHORIZATION AND PURPOSE OF THE BONDS The Bonds are issued pursuant to Title 9, Delaware Code Section 1163, various ordinances adopted by the County Council of the County (the County Council ), and a resolution adopted by the County Council on December 9, 2014, all in accordance with the laws of the State. The proceeds of the Bonds will be applied to: (i) payment of various capital projects of the County authorized by various ordinances adopted by the County Council (collectively, the New Money Projects ); (ii) the advance refunding of certain outstanding maturities of the County s General Obligation Bonds, Series 2007A (the 2007A Bonds ) and General Obligation Bonds, Series 2009A (the 2009A Bonds ; the 2007A Bonds and the 2009A Bonds shall be referred to collectively herein as the Refunded Bonds ); and (iii) payment of the costs of issuance of the Bonds. Capital Projects The New Money Projects expected to be financed from a portion of the proceeds of the Bonds are described in the following table: Purpose Amount Special Services Sewer Facilities $59,922,167 Stormwater Facilities 77,833 Parks 6,837,079 Buildings and Facilities 1,582,506 Landfill 12,992 Community Services Libraries 6,400,000 Public Safety Public Safety 6,850,758 Administration Information Systems 3,316,665 Plan of Refunding Total New Money Project Allocation $85,000,000 The Bonds are being issued, in part, to provide funds for the advance refunding of a portion of the 2007A Bonds (maturities due in years 2015 through 2027) and a portion of the 2009A Bonds (maturities due in years 2015 through 2039). In accordance with the plan of refunding, a portion of the proceeds of the Bonds will be used to fund an escrow account (the Escrow Account ) pursuant to an Escrow Agreement, to be dated the date of delivery of the Bonds, between the County and Wilmington Trust, National Association, as Escrow Agent. Proceeds deposited in the Escrow Account established under the Escrow Agreement will be invested in U.S. Treasury obligations in an amount sufficient to provide fully for the payments of principal and interest due on the Refunded Bonds from the date of issuance of the Bonds to the respective earliest redemption date of the Refunded Bonds, as well as for the

8 redemption of and payment of the optional redemption premium, if any, on the Refunded Bonds at their earliest respective redemption date. The sufficiency of the amounts on deposit in the Escrow Account to provide for the advance refunding of the Refunded Bonds will be certified by the Verification Agent (See VERIFICATION AGENT herein). General Description THE BONDS The Bonds will be dated the date of their delivery and will mature (subject to redemption prior to maturity as more fully described herein) and bear interest as shown on the inside cover page of this Official Statement. The Bonds will bear interest from the date of their delivery, and will be payable in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts. Interest on the Bonds is payable on each April 1 and October 1, commencing October 1, The Bonds will be issued in book-entry form as fully registered bonds in denominations of $5,000 or integral multiples thereof. The Bonds will initially be registered in the name of Cede & Co., the partnership nominee of The Depository Trust Company. So long as Cede & Co. is the registered owner of the Bonds, principal and interest payments due on the Bonds will be made to Cede & Co. See BOOK-ENTRY ONLY SYSTEM herein. Optional Redemption The Bonds maturing on or after October 1, 2026 are subject to redemption prior to maturity in whole or in part, at the option of the County, in any order of maturity selected by the County (and if in part within a maturity, in accordance with the practices of DTC (as defined herein), described in BOOK-ENTRY ONLY SYSTEM, herein), on any date on or after October 1, 2025, at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date. Mandatory Sinking Fund Redemption The Bonds maturing on October 1, 2038, October 1, 2040 and October 1, 2045 are subject to mandatory redemption in part, by lot, by operation of a sinking fund to be established by the County, at a redemption price equal to par plus interest accrued to the redemption date in the following principal amounts on October 1 in each of the following years: Year Principal Amount 2036 $3,745, ,935, ,140,000 Maturity Year Principal Amount 2036 $2,085, ,195, ,305, ,425, ,545,000 Maturity Year Principal Amount 2041 $2,680, ,815, ,960, ,110, ,270,000 Maturity 2

9 Notice of Redemption Written notice of redemption shall be mailed to registered owners of the Bonds at least 30 days before the redemption date. The County shall, so long as DTC is the registered owner of the Bonds, mail notice of redemption to DTC no less than 30 days nor more than 60 days prior to any redemption date. Any failure by DTC to mail such notice to any participant and any failure of a DTC participant to notify any beneficial owners of a Bond will not affect the validity of the redemption of the Bonds. Transfer of Beneficial Interest in Bonds The rights of holders of beneficial interests in the Bonds and the manner of transferring or pledging those interests is subject to applicable state laws. Holders of beneficial interests in Bonds may want to discuss the manner of transferring or pledging their interests in the Bonds with their legal advisers. SECURITY FOR THE BONDS The Bonds are general obligations of the County. The full faith and credit of the County are pledged for the payment of principal of and interest on the Bonds. The payment of principal of and interest on general obligations of the County is made pursuant to appropriations by the County Council. The County has always paid principal of and interest on its debt obligations in a timely manner. The County is authorized to levy on all real property taxable by the County such ad valorem taxes as may be necessary to pay the principal of and interest on the Bonds without limitation as to rate or amount except that, as provided in Title 9, Delaware Code Section 8002(c), when any total reassessment of taxable properties within the County becomes effective, the County property tax rate levied for the immediately ensuing fiscal year may not yield property tax revenues greater than 15% in excess of the total County property tax revenues imposed for the immediately preceding fiscal year. In the event the County fails to make timely payment of the principal of or interest on the Bonds, the registered owner of the Bond on which default in payment has occurred may sue the County for breach of contract. In the opinion of the County Office of Law, the County may not successfully invoke the defense of sovereign immunity in an action by a registered owner of the Bonds alleging breach of contract by the County. However, any judgment against the County obtained in such an action may only be paid from funds appropriated by the County Council for the purpose of such payment. BOOK-ENTRY-ONLY SYSTEM The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fullyregistered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC 3

10 is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. So long as the Bonds are maintained in book-entry form, the following procedures will be applicable with respect to the Bonds. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds and principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the County or Paying Agent on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC (nor its nominee) or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. 4

11 The County may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In such event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the County believes to be reliable, but the County takes no responsibility for the accuracy thereof. ESTIMATED SOURCES AND USES OF FUNDS The proceeds from the sale of the Bonds are expected to be applied as follows: Sources: Par Amount of Bonds $ 189,690, Original Issue Premium 42,304, Total Sources: $ 231,994, Uses: Capital Projects $ 85,000, Deposit to Escrow Fund 146,238, Underwriters Discount 229, Other Costs of Issuance 526, Total Uses: $ 231,994, Includes fees related to bond counsel, financial advisor, auditor, verification agent, escrow agent, credit ratings and printing of the Official Statement. Proceeds of the Bonds will be invested, by or on behalf of the County, in accordance with the investment policies of the County prior to the expenditure thereof. For more information concerning the investment policies of the County, see Appendix A Financial and Statistical Data Pertaining to New Castle County, Delaware County Financial Management and Financial Information Cash Management. General THE COUNTY The County is bordered on the east for 40 miles by the Delaware River, on the north by the Commonwealth of Pennsylvania, on the west by the portion of the State of Maryland east of the Chesapeake Bay, and on the south by Kent County, Delaware. The City of Wilmington, the county seat, situated in the northern part of the County, is approximately 30 miles southwest of Philadelphia, 125 miles south of New York City, 65 miles northeast of Baltimore and 110 miles north of Washington, D.C. The County had a population of 538,479 as of the 2010 census. The County is divided into two physiographic provinces. The Fall Line, which passes through the cities of Newark and Wilmington, separates the crystalline rocks of the Piedmont (the northern quarter of the County) from the unconsolidated sediments of the Coastal Plain (the balance of the County and State). Elevations in the County range from sea level to a maximum of 440 feet in Centreville, the highest point in the State. The climate is moderate year round, with temperatures averaging 74.3 degrees Fahrenheit in summer and 36 degrees Fahrenheit in winter. Average annual rainfall is 44.4 inches. The growing season varies from 170 to 200 days. Government The State is composed of three counties, New Castle, Kent and Sussex, of which the northernmost is New Castle. All of the towns and cities in the State are independent, incorporated municipalities, each with its own powers of taxation. Two of the three major cities in the State, Wilmington and Newark, are located in the County. The County Government was established on January 3, 1967, replacing the Levy Court Commission with a Council-Executive form of government. The powers and duties of the County Government are set forth in Chapter 5

12 11, Title 9 of the Delaware Code. The County Government is composed of (i) a legislative body (the County Council), and (ii) an administrative body headed by the County Executive (the Administration ), which includes five operating departments and four judiciary (row) offices. The County Council, which possesses all legislative powers, is composed of a President who is elected at large, and twelve members representing each of the County s respective districts. The County Executive, who is elected at large and is limited to no more than two consecutive four-year terms, is responsible for the entire range of executive, administrative, and fiscal duties performed by all County departments, agencies, and offices. The County Executive selects general managers of the departments. The County Executive also appoints a Chief Administrative Officer, who assists the County Executive in the supervision of the executive and administrative agencies of the County and directs the preparation of the annual operating budget, the six-year capital program and the annual capital budget for the County. County Departments and Services The County is financially and operationally responsible for the following public safety; sanitary sewage collection and storm water drainage; parks and recreation; planning and zoning; and libraries. The sewer collection system serves most areas of the County outside the cities of Wilmington and Newark. Sewage is conveyed by the County to various treatment plants owned by the County, as well as the City of Wilmington s regional treatment plant and the Town of Middletown s treatment plant. County services are primarily provided through the five operating departments set forth below. Department of Land Use Includes all land use functions. Provides comprehensive planning, zoning, sub division review, erosion and sediment review, building inspection, and code compliance. Department of Special Services Created to enhance the maintenance and operating functions within County government. Includes property maintenance, fleet maintenance, facilities maintenance, environmental compliance, plant operations, sewer maintenance, construction support, engineering, environmental operations and facilities design and development. Department of Public Safety Includes emergency communications, emergency medical services, law enforcement, school crossing guards, emergency preparedness, and coordination with volunteer fire companies. Department of Community Services Includes recreation, libraries, senior services, and community development and housing. Department of Administration Composed of the Offices of Law, Finance, Human Resources, and Administrative Services. For further information concerning the County and the other governmental entities located therein, see Appendix A Financial and Statistical Data Pertaining to New Castle County, Delaware and Appendix B Demographic Data Pertaining to New Castle County, Delaware hereto. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.] 6

13 DEBT SERVICE SCHEDULE FOR THE BONDS Fiscal Year Total Ending June 30 Principal Interest Annual Debt Service* 2015 $ 0.00 $ 0.00 $ ,364, ,364, ,122, ,122, ,122, ,122, ,755, ,028, ,783, ,090, ,757, ,847, ,720, ,362, ,082, ,175, ,914, ,089, ,645, ,444, ,089, ,135, ,949, ,084, ,655, ,429, ,084, ,195, ,883, ,078, ,780, ,309, ,089, ,390, ,705, ,095, ,750, ,260, ,010, ,030, ,984, ,014, ,795, ,728, ,523, ,030, ,491, ,521, ,280, ,245, ,525, ,565, ,955, ,520, ,900, ,619, ,519, ,260, ,265, ,525, ,830, ,937, ,767, ,130, ,638, ,768, ,445, ,324, ,769, ,755, ,016, ,771, ,545, , ,350, ,680, , ,354, ,815, , ,352, ,960, , ,353, ,110, , ,351, ,270, , ,351, TOTAL $189,690, $134,595, $324,285, * Annual Debt Service calculated for periods ending June 30 of each year. TAX MATTERS Exclusion of Interest on the Bonds From Gross Income for Federal Tax Purposes The Internal Revenue Code of 1986, as amended (the Code ) imposes certain requirements that must be met on a continuing basis subsequent to the issuance of the Bonds in order to assure that interest on the Bonds will be excluded from gross income for federal income tax purposes under Section 103 of the Code. Failure of the County to comply with such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes, retroactive to the date of issuance of the Bonds. The County has covenanted to comply with the provisions of the Code applicable to the Bonds and has covenanted not to take any action or permit any action that would cause the interest on the Bonds to be included in gross income under Section 103 of the Code or cause interest on the Bonds be an item of tax preference under Section 57 of the Code. Assuming the County observes its covenants with respect to compliance with the Code, McCarter English, LLP, Bond Counsel to the County, is of the opinion that, under existing law, interest on the Bonds is excluded from 7

14 the gross income of the owners of the Bonds for federal income tax purposes pursuant to Section 103 of the Code and interest on the Bonds is not an item of tax preference under Section 57 of the Code for purposes of computing alternative minimum tax. Bond Premium The excess, if any, of the tax basis of the Bonds to a purchaser (other than a purchaser who holds such Bonds as inventory, stock in trade or for sale to customers in the ordinary course of business) over the amount payable at maturity is amortizable bond premium, which is not deductible from gross income for federal income tax purposes. Amortizable bond premium, as it amortizes, will reduce the owner s tax cost of the Bonds used to determine, for federal income tax purposes, the amount of gain or loss upon the sale, redemption at maturity or other disposition of the Bonds. Accordingly, an owner of the Bonds may have taxable gain from the disposition of the Bonds, even though the Bonds are sold, or disposed of, for a price equal to the owner s original cost of acquiring the Bonds. Bond premium amortizes over the term of the Bonds under the constant yield method described in regulations interpreting Section 1272 of the Code. Owners of Bonds should consult their own tax advisors with respect to the calculation of the amount of bond premium which will be treated for federal income tax purposes as having amortized for any taxable year (or portion thereof) of the owner and with respect to other federal, state and local tax consequences of owning and disposing of the Bonds. Additional Federal Income Tax Consequences In the case of certain corporate holders of the Bonds, interest on the Bonds will be included in the calculation of the alternative minimum tax as a result of the inclusion of interest on the Bonds in adjusted current earnings of certain corporations. Prospective purchasers of the Bonds should be aware that ownership of, accrual or receipt of interest on or disposition of tax exempt obligations, such as the Bonds, may have additional federal income tax consequences for certain taxpayers, including, without limitation, taxpayers eligible for the earned income credit, recipients of certain Social Security and certain Railroad Retirement benefits, taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, financial institutions, property and casualty companies, foreign corporations and certain S corporations. Prospective purchasers of the Bonds should also consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. Bond Counsel to the County expresses no opinion regarding any federal tax consequences other than its opinion with regard to the exclusion of interest on the Bonds from gross income pursuant to Section 103 of the Code and interest on the Bonds not constituting an item of tax preference under Section 57 of the Code. Prospective purchasers of the Bonds should consult their tax advisors with respect to all other tax consequences (including, but not limited to, those listed above) of holding the Bonds. Audit Risks The Internal Revenue Service (the Service ) has an ongoing program of auditing state and local government obligations, which may include randomly selecting bond issues for audit, to determine whether interest paid to the holders is properly excludable from gross income for federal income tax purposes. It cannot be predicted whether the Bonds will be audited. If an audit is commenced, under current Service procedures, the holders of the Bonds may not be permitted to participate in the audit process, and the value and liquidity of the Bonds may be adversely affected. Changes in Federal Tax Law Federal, state or local legislation, administrative pronouncements or court decisions may affect the taxexempt status of interest on the Bonds, gain from the sale or other disposition of the Bonds, the market value of the 8

15 Bonds, or the marketability of the Bonds. For example, the President of the United States has submitted proposals to Congress for legislation that would, among other things, limit the value of tax-exempt interest for higher-income taxpayers. No prediction can be made as to the ultimate outcome of these legislative proposals. If enacted into law, such proposals (or any other proposal involving a piecemeal or comprehensive review of the provisions of the Code, including provisions affecting the federal tax treatment of interest on tax-exempt bonds, that Congress might consider) could affect the tax exemption of interest, market price or marketability of tax-exempt bonds (including the Bonds). Prospective purchasers of the Bonds should consult their own tax and financial advisers regarding such matters. State Taxation Bond Counsel to the County is of the opinion that, under existing law, the Bonds are exempt from personal and corporate income taxes imposed by the State of Delaware. LITIGATION The County is a defendant in various litigation actions wherein the plaintiffs have claimed substantial damages. Some of the matters are currently in the discovery stage; others are in various forms of summary judgment disposition. In these matters, the issue of damages has not been passed upon. The possible liability, if any, of the County in these remaining actions is not currently determinable; however, the County does not currently expect any of these actions to materially adversely affect the County s financial position. The County is involved in a number of other actions related to tax billings, assessment valuations, property damages and other matters. In the opinion of the County Attorney, the ultimate resolution of these actions will not have any material effect on the County s financial position. At or prior to the delivery of the Bonds, the County shall furnish a certificate of the County Attorney or other appropriate official, dated the date of delivery of the Bonds, to the effect that there is no litigation pending or, to their knowledge, threatened, to restrain, enjoin the issuance or delivery of the Bonds or in any way contesting or affecting the validity of the Bonds or contesting the power of the County or any authority for the issuance of the Bonds, which has not been disclosed in this Official Statement. In addition, such certificate shall state that there is no litigation pending or, to their knowledge, threatened, which may result in any material adverse change in the financial condition of the County which may have a material adverse effect on the ability of the County to meet its obligations under the Bonds, which has not been disclosed in this Official Statement. LEGAL MATTERS Certain legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving opinion of McCarter & English, LLP, Wilmington, Delaware, Bond Counsel, which will be furnished upon delivery of the Bonds. The substantially final text of such opinion is set forth in Appendix D of this Official Statement. Certain legal matters will be passed upon for the Underwriters by their counsel, Ballard Spahr LLP, Wilmington, Delaware. RATINGS Fitch Ratings, Moody s Investors Service, Inc. and Standard and Poor s Ratings Services have assigned the Bonds ratings of AAA, Aaa and AAA, respectively. An explanation of the significance of such ratings may be obtained from each respective rating agency. The County furnished to each rating agency the information contained in a preliminary form of the Official Statement, and other material. Generally, rating agencies base their ratings on such material and information, as well as their own investigations, studies and assumptions. It should be noted that such ratings may be changed at any time and that no assurance can be given that they will not be revised or withdrawn by such rating agency, if in its judgment, circumstances should warrant such action. Any downward revision or withdrawal of such ratings could have an adverse effect on market prices for the Bonds. 9

16 FINANCIAL STATEMENTS The basic financial statements of the County as of and for the fiscal year ended June 30, 2014 have been audited by CliftonLarsonAllen, LLP, Timonium, Maryland, independent auditors. The auditor s report, together with the Basic Financial Statements and Management s Discussion and Analysis and the required supplemental information, for the fiscal year ended June 30, 2014 are included in the Comprehensive Annual Financial Report (the CAFR ) for the same period. The CAFR is incorporated herein by reference and is available online at the Office of Finance Section of the County s website at Reports. In addition, the CAFR has been submitted to the Municipal Securities Rulemaking Board (the MSRB ) via the Electronic Municipal Market Access System ( EMMA ) ( Finally, copies are available by contacting the Office of Finance, New Castle County, Government Center, 87 Reads Way, New Castle, DE Other than the CAFR, none of the other information contained on the County s website is included by reference in this Official Statement. The auditor s report incorporated herein by reference is provided as a publicly available document. CliftonLarsonAllen, LLP has not been requested to consent to such incorporation and has not participated in the preparation or review of this Official Statement. FINANCIAL ADVISOR Public Financial Management, Inc., Philadelphia, Pennsylvania (the Financial Advisor ), has served as Financial Advisor to the County in connection with the issuance of the Bonds. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading, or distributing municipal securities or other public securities. The Financial Advisor has not been engaged to make an independent verification of the facts presented in this Official Statement. The Financial Advisor makes no representation as to the completeness or accuracy of the material contained in the Official Statement UNDERWRITING The Bonds are being purchased by J.P. Morgan Securities LLC, as representative of itself, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and M&T Securities, Inc., the underwriters named in the Contract of Purchase hereinafter referenced (the Underwriters ). The Underwriters have agreed to purchase the Bonds at a purchase price of $231,764, (which is equal to the aggregate principal amount of $189,690,000.00, plus original issue premium of $42,304,037.50, less underwriters discount of 229,323.30). The Underwriters obligation to make such purchase is subject to certain terms and conditions set forth in the Contract of Purchase, by and between the County and the Underwriters, the approval of certain legal matters by Bond Counsel and certain other conditions. J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the Bonds, has entered into a negotiated dealer agreement (the "Dealer Agreement") with Charles Schwab & Co., Inc. ("CS&Co.") for the retail distribution of certain securities offerings, including the Bonds, at the original issue prices. Pursuant to the Dealer Agreement, CS&Co. will purchase Bonds from JPMS at the original issue price less a negotiated portion of the selling concession applicable to any Bonds that CS&Co. sells. CONTINUING DISCLOSURE UNDERTAKING Rule 15c2-12 promulgated by the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, (the Rule ) prohibits an underwriter from purchasing or selling municipal securities, such as the Bonds, unless it has determined that the issuer of such securities and/or other persons deemed to be obligated persons have committed to provide (i) on an annual basis, certain financial information, including financial information and operating data ( Annual Reports ), to the MSRB via EMMA, and (ii) notice of various events described in the Rule, if material ( Event Notices ), to the MSRB via EMMA. During the past five years, the County has made timely filings of its CAFR. Due to a technical error in the electronic posting of the County s CAFR for each of Fiscal Years 2010 and 2011, the filing was not indexed as a continuing disclosure filing for any outstanding general obligation bonds issued by the County other than its Series 2010 Bonds. This technical error has since been corrected by the County through a filing of the Fiscal Year 2010 and 2011 CAFRs for the County s pre-2010 general obligation bonds. The County recently noted that certain 10

17 financial and operating data required to be included in the Annual Report pursuant to the County s Continuing Disclosure Agreements is not included in the CAFR, and as a result had been inadvertently omitted from the County s Annual Reports with respect to Fiscal Year 2010 and Fiscal Year While this information has been included in the Official Statements of the County published in connection with its issuance of general obligation bonds from time to time, the County also has corrected this oversight through a filing of all of the previously omitted financial and operating information required to be filed. The County will agree with the purchasers of the Bonds, by executing a Continuing Disclosure Agreement prior to the issuance of the Bonds, to provide Annual Reports with respect to itself to MSRB via EMMA and to any Delaware information repository that is formed. The County has determined that there currently is not any other obligated person for the purposes of the Rule. The County will provide Event Notices to the MSRB via EMMA and to any Delaware information repository that is formed. A form of the Continuing Disclosure Agreement appears as Appendix C to this Official Statement. VERIFICATION AGENT The accuracy of the mathematical computations of (i) the adequacy of the maturing principal of and interest earned on the escrow securities together with other available funds held in the Escrow Account, to provide for the payment of the Refunded Bonds; and (ii) the yield on the escrow securities and on the Bonds, will be verified by PFM Asset Management LLC. The computations will be based upon information and assumptions supplied by the Financial Advisor on behalf of the County. PFM Asset Management LLC has restricted its procedures to verifying the arithmetical accuracy of the computations and has not evaluated or audited the assumptions or information used in the computations. PFM Asset Management LLC is an affiliate of the Financial Advisor and part of the PFM Group. MISCELLANEOUS So far as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the holders of the Bonds. The execution and dissemination of this Official Statement and its delivery have been duly authorized by the County Council of New Castle County, Delaware. NEW CASTLE COUNTY, DELAWARE By: /s/ Thomas P. Gordon Thomas P. Gordon County Executive By: /s/ Michael L. Coupe Michael L. Coupe Chief Financial Officer 11